Published on January 11, 2009
Introduction to Broadridge Samples of Data and Statistical Measurement November 18, 2008
Broadridge Overview NYSE listed, $2+ billion (Lake Success, NY) Investor communications, brokerage processing, and clearing services Business model: Efficiency and participation Advanced Technology, examples: Customized interfaces, connect 90m+ street accounts, through 900+ banks and broker-dealers We process approx. 14k shareholder meetings annually -- communications and voting ProxyEdge (3k+ institutional investors) ProxyVote.com (17m+ “Main Street” accounts) Investor Mailbox (portal for over 16m accounts, on brokers’ websites) Direct mail to 90m+ investor accounts Also, trade confirmations, statements, retirement plans Private Sector Leadership in Implementing SEC and NYSE Rules, examples: Investor “preference databases” for e-delivery, householding, and Notice & Access Electronic shareowner forums -- soft launch 10/20 XBRL taxonomy for the Proxy Statement (14A) -- donated to XBRL U.S. Suppression of 54% of all physical mailings, consistent with investor preferences (‘08 proxy season) Numerous education initiatives for investors and issuers Constructive Analyses for Policy Makers, examples: Extensive analysis of Notice & Access rules: pre- and post rulemaking Electronic shareowner forums - technical functionality for SEC Proxy Roundtable Proxy Roundtable - over voting analysis for SEC Division of Trading & Markets Mutual Fund Summary Prospectus delivery option - cost savings analysis, footnotes to proposed rules NYSE Proxy Working Group - analysis of proposed changes to broker vote rule, analysis of Canada’s NI54-101 Analytic support to Senate Banking, House Financial Services, Departments and Agencies Analytic support to third parties and associations (e.g., Chamber of Commerce, AARP, Council of Institutional Investors, Society of Corporate Secretaries, National Investor Relations Institute) 1
Efficiency and Participation Proxy Season Statistics 60 54.1 49.1 Physical Mailings Eliminated 45 50 (a measure of efficiency) 40.9 40 34.4 32 As a percent of all accounts 27 30 processed by Broadridge 18.6 20 10.5 11.4 7.7 4.8 10 0 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 Average Quorum 92 (a measure of participation) 90.7 91 90.4 90 Of the total number of street shares 88.9 processed by Broadridge, “Average 89 88.2 88.1 87.9 Quorum” represents the percent that 87.7 87.6 88 87 were voted. Includes “Broker Votes” 87 86.4 86.2 86 85 85 84 83 82 Note: “Proxy Season” covers 2/15 to 5/1. '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 2
Notice & Access Provides Companies with Additional Savings Opportunity. Estimated First Year Net Savings: $ 143 Million Processes for beneficial shareholder By sending a Notice iinstead of a full set, Notice Processes for beneficial shareholder By sending a Notice nstead of a full set, Notice communication and proxy voting become more & Access provides an additional tool to save on communication and proxy voting become more & Access provides an additional tool to save on efficient every year. In 2007,, U.S. corporrate efficient every year. In 2007 U.S. corpo ate printing and postage. To date, early adopters printing and postage. To date, early adopters issuerrs overrall realized over $900 Million in savings issue s ove all realized over $900 Million in savings overall have realized estimated $143 Million in overall have realized estimated $143 Million in on printt and postage.* savings with Notice & Access.** on prin and postage.* savings with Notice & Access.** Savings from the Elimination offPhy sical Savings from the Elimination o Physical Savings from Use of Notice & Access Mailings (2007) -- Excludes Notice & Mailings (2007) -- Excludes Notice & with Beneficial Shareholders Access Savings Access Savings $900 M+ Est. Savings Est. N&A Savings (2007): All (to date): 653 Issuers Overall Companies Householding E-delivery (ProxyEdge® & Internet) Notice & Managed $143 M Access Account Processing * Approximately one-half of mailings are now ** July 1, 2007 – June 30, 2008; net of being eliminated. service fees. The unit savings estimate is based on information from NIRI and Broadridge internal data. It rep resents an average printed material cost of $4.38 across all beneficial meetings. Postage is calculated at $1.26 and is based on Broadridge actual data for the 2007 proxy season. 3
But the Savings Have Come at the Expense of “Main Street” Participation “Matched” Account Participation: Before and After Notice & Access Participation has decreased among the same account holders, especially among smaller investors. Number of # that Voted # that Voted Size of Percent Change +/(-) Account Accounts in Range Before N&A After N&A (share range) < 1000 5,982,606 868,027 343,941 (61)* 1,000 - 4,999 648,656 143,527 55,402 (61) 5,000 - 9,999 61,266 14,685 7,244 (51) 10,000 - 49,999 40,862 10,301 5,605 (46) > 50,000 7,657 2,324 1,626 (30) Total 6,741,047 1,038,864 413,818 (60) “Matched” accounts denotes the same account. Comparison of voting at the same companies -- with N&A (current meeting) to without N&A (prior meeting, pre-N&A rules). Based on all 164 corporate shareholder meetings from July 1, 2007 - April 30, 2008. * Includes mailings of a 2nd Notice (with a ballot) and full packages as a result of ‘consents’ and issuer stratification. 4
Notice & Action Rules Changed the “Default” on Information Access. Few Account Holders Are Taking the Required Steps A Notice informs investors of the Internet availability of proxy information. Investors now need to take steps to obtain the information they automatically received prior to Notice & Access. Numerous studies on “defaults” by behavioral economists in varied applications (e.g., rebates for consumer electronics, 401(k) savings participation, no-fault insurance and other areas) all to point to the same conclusion; namely, opt-in rates are low, opt-out rates are low, and when there is a change in the underlying default, people typically take no action, even when it is in their economic to act. By changing the underlying default, N&A reduced information access by over 96%. It has also resulted in voting without viewing proxy information. Of 812,772 accounts that received Notices by mail*: Only 1.05% requested materials Only 3.7% went to the specified URL to view the materials or vote *Since the effective date of the rules (7/1/07), Broadridge has provided monthly statistics on adoption, voting rates, and cost savings. Since 5/1/08, Broadridge has also tracked statistics on web viewing. i.e., “eyeballs.” 5
Responses to Notice Mailing Few Individual Investors View the Disclosures on the Specified URL. Number of Number of Notice Number of Notice Notice Recipients that Visited the Recipients that Visited the Recipients Specified URL and Specified URL and % % Selected “Read Materials” Selected “Vote” 812,772 2,593 0.47 21,115 3.25 Notes • Includes all 40 registrants that used Notice & Access (meetings from 6/1/08 to 9/26/08). • A total of 812,772 account holders received a Notice by mail. • Going to the URL and clicking on the “Vote” option opens a voting ballot and provides a link to view detailed information. • The “Read Materials” option presents the materials and includes the option to vote. 6
Investor Response Rates: Methods of Information Receipt vs. Method of Voting Investors’ Existing Preferences Matter Investors who receive proxy information (mail or email) are more likely to use the Internet to vote than are investors who receive a Notice only. Voting Methods Total Items Voting by Voting by Voting by Voting by Sent Paper Ballot Paper Ballot Internet Ballot Internet Ballot Receipt of Info (#) (#) (%) (#) (%) Full Set Sent by Mail 110,118 34,787 31.8 26,626 23.0 Notice Sent by Mail 812,772 1,677 0.4 21,115 3.3 Email Including Links 328,651 65 0.1 37,351 12.5 Notes • All 40 Notice & Access corporate issuers with meetings 6/1/08 to 9/26/08. • Distributions ranged from 1,226 to 966,578 accounts/issuer. • Total of 1,875,021 account holders. ProxyEdge (624,080 accounts) is a proprietary platform for institutional investors and financial advisors, and it is excluded. • Response rates represent an average of averages, i.e., on average for a given issuer. Differences due to rounding. • “Full Set by Mail” includes prior consents and issuer stratification of mailings. • “Email” delivery provides essentially the same experience for an account holder, with or without Notice & Access, and is based on prior consent. • Prior “Consents” on file for 2.5 million account holders. Processing of prior consents and issuer stratification (e.g., full package to larger accounts) resulted in 11% of items mailed by full package (7/1/07 to 6/30/08). 7
Investor Mailbox Integrated web-based presentation of investor information, with execution capability, e.g., proxy, corporate actions, statements, tax forms, and prospectuses. Integrated with the proprietary websites of banks and brokers Over 16 million accounts “Enhanced” online information experience Provides information to investors in their natural online task environment. 8
Investor Mailbox Proxy Analysis Proxy Analysis Proxy Analysis Access to data, information and analysis-XBRL based, data feeds, etc. 9
Investor Mailbox – E-mail Consent Growth Clients of brokers that have implemented the Investor Mailbox are consenting for e-delivery at increasing rates. It is providing an enhanced online delivery experience. Broker 2 16,000 13,469 14,000 12,000 10,000 8,000 4,525 6,000 4,000 2,000 0 n 07 07 07 08 07 7 08 7 07 07 07 7 7 7 -0 sio l-0 r- 0 -0 -0 v- n- n- n- b- b- g- p- c- ar ay Broker 1 ct Ju er Ap No Ja Ju Ja Fe Fe Au Se De M O M nv Co 937,349 1,000,000 900,000 800,000 700,000 600,000 500,000 360,489 400,000 300,000 200,000 100,000 0 Broker 3 n 07 07 07 08 07 7 08 7 07 07 07 7 7 7 -0 sio l-0 r- 0 -0 -0 v- n- n- n- b- b- g- p- c- ar ay ct Ju er Ap No Ja Ju Ja Fe Fe Au Se De M O M nv 50,000 Co 45,419 45,000 40,000 35,000 30,000 25,000 20,000 15,000 10,000 6,208 5,000 0 Conversion Sep-07 Oct-07 Nov-07 Dec-07 Jan-08 Feb-08 10
Some Practical Implications - for Discussion 21st Century Disclosure Initiative -- SEC Roundtable on October 8 Efficiency and participation = provide more access points, consistent with current preferences and defaults When it comes to millions of individual investors, Internet “access” is not a replacement for information delivery. Mandating changes to current “defaults” for disclosure delivery has been shown to negatively impact participation of millions of investors. Mutual Fund Summary Prospectus Delivery Broad consensus on the need to create a more user-friendly prospectus document. Significant savings on printing and postage 11
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